Does a private company keep minutes of its meetings?
Yes. A private company keeps minutes of its meetings. Section 118 requires every company to prepare and sign minutes of every general meeting, every board meeting, and every resolution passed by postal ballot, and to keep those minutes within 30 days. Being a private company does not remove that duty.
Which meetings are minuted?
The minutes cover a general meeting of members, a meeting of a class of shareholders or of creditors, a meeting of the board, and a meeting of a committee of the board. They also record a resolution passed by postal ballot. The minutes contain a fair and correct summary of the proceedings. They name the meeting and record the decisions. They are not a transcript, and the Act does not require a timestamp on each sentence.
How often the board meets, and which companies may meet less often, is on the board-meetings page. The annual general meeting, which a private company holds and an OPC does not, is on the meetings page. The meeting and the minutes are both required. The minutes do not replace the notice or the quorum.
How are the minutes kept?
The minutes are entered in books kept for that purpose, with the pages consecutively numbered, within 30 days of the meeting or of the postal ballot. Minutes of board meetings and minutes of general meetings are kept in separate books. They are signed. Every company also observes the secretarial standards on general and board meetings that the Institute of Company Secretaries of India specifies and the Central Government approves.
If the section is not complied with in respect of any meeting, the company pays a penalty of ₹25,000 and every officer in default pays a penalty of ₹5,000. A person who tampers with the minutes of the proceedings is punishable with imprisonment for a term of up to two years and with a fine of not less than ₹25,000 and up to ₹1 lakh. Drafts circulated for comment are a working practice. The record the Act requires is the signed minute book.
What does a one person company record?
An OPC with only one director does not hold a board meeting for a decision the single director takes. Section 122 says the resolution is entered in the minute book, signed and dated by that director, and the date of signing is the date of the meeting. An OPC also does not hold an annual general meeting. The resolution that the member records under section 122 is entered in the minute book in the same way. A private company with a board still holds the meetings the Act requires and minutes those meetings.
Frequently asked questions
Four questions cover the private-company exemption, separate books, a one-director OPC, and the penalty.
Is a private company exempt from minutes?
No. Section 118 applies to every company. A private company does not skip minutes because it has few members.
Can board minutes sit in the general-meeting book?
No. Minutes of board meetings and minutes of general meetings are kept in separate books.
Does a one-director OPC hold a board meeting?
No. Where an OPC has only one director, the decision is recorded in writing, signed, and dated in the minute book. That date is the date of the decision.
What is the penalty for not keeping minutes?
The company pays ₹25,000 and every officer in default pays ₹5,000. A person who tampers with the minutes faces imprisonment of up to two years and a fine of ₹25,000 to ₹1 lakh.
Sources
Minutes are section 118 of the Companies Act, 2013. A one-director one person company records decisions under section 122. Secretarial standards on meetings are those the Central Government has approved.